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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
May 15, 2026
Date of Report (date of earliest event reported)
XPEL, INC.
(Exact name of registrant as specified in its charter)
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| Nevada | 001-36456 | 20-1117381 |
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
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| 711 Broadway St., Suite 320 | 78215 |
| San Antonio | Texas | | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant's telephone number, including area code: (210) 678-3700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, par value $0.001 per share | XPEL | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
Acquisition of San Antonio Facility
On May 15, 2026, XPEL, Inc. (the “Company”), through Harvest Ventures Holding Company, a Texas corporation and wholly-owned subsidiary of the Company (“Harvest”), completed the acquisition (the “Acquisition”) of the real property and improvements constituting the Company’s current San Antonio, Texas storage, fabrication and warehouse facility and certain adjoining properties located at 3167 North PanAm Expressway, San Antonio, Texas, 3215 North PanAm Expressway, San Antonio, Texas, 3251 North PanAm Expressway, San Antonio, Texas and 3319 North PanAm Expressway, San Antonio, Texas (the “Properties”). The Company had previously assigned its rights under the real estate purchase agreement for the Properties to Harvest. The aggregate purchase price for the Properties was approximately $60,400,000.
Building Loan
In connection with the Acquisition, on May 15, 2026, Harvest entered into a loan agreement (the “Building Loan”) with PNC Bank, National Association (the “Lender”), secured by the Properties. The Building Loan has a principal amount of $44,800,000, bears interest at the sum of (A) the Term SOFR Rate in effect on each Reset Date (each as defined in the Note included as Exhibit 10.2) plus (B) 125 basis points (1.25%), matures on May 15, 2036 (ten years from the closing date), and amortizes over a twenty-five (25) year schedule. The interest rate at closing was 4.7% per annum. The Company has guaranteed the obligations of Harvest under the Building Loan (the “Guaranty”).
The Building Loan is subject to customary representations, warranties, covenants, and events of default. Upon the occurrence of an event of default, the Lender may, among other remedies, accelerate the outstanding principal balance and accrued interest, foreclose on the Properties, and exercise its rights under the Guaranty.
The foregoing description of the Building Loan, the Note and the Guaranty does not purport to be complete and is qualified in its entirety by reference to the full text of the Building Loan Agreement, the Note and the Guaranty, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 hereto and are incorporated herein by reference.
Amendment to Credit Facility
On May 15, 2026, the Company entered into an amendment (the “Credit Facility Amendment”) to its existing credit facility with Wells Fargo Bank, National Association (the “Credit Facility”). The Credit Facility Amendment permits Harvest to incur the Building Loan indebtedness and the Company to (i) guarantee the Building Loan obligations pursuant to the Guaranty, (ii) assign the real estate purchase agreement for the Properties to Harvest, and (iii) make an equity investment of up to $18,000,000 in Harvest and in Harvest Industrial Corporation (a wholly-owned subsidiary of the Company formed to hold an air permit required by the Texas Commission on Environmental Quality) in connection with the Acquisition and certain other expenditures related to the Properties.
The foregoing description of the Credit Facility Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Credit Facility Amendment, a copy of which is filed as Exhibit 10.4 hereto and is incorporated herein by reference.
The real estate purchase agreement (and all amendments thereto), the Building Loan, the Guaranty, and the Credit Facility Amendment contain representations and warranties that XPEL made as of specific dates. Except for their status as contractual documents that establish and govern the legal relations among the parties, the real estate purchase agreement (and all amendments thereto), the Building Loan, the Guaranty, and the Credit Facility Amendment are not intended to be a source of factual, business or operational information about any of the parties thereto. The representations and warranties were made as of specific dates, only for purposes of the proposed transactions, and solely for the benefit of the parties to the real estate purchase agreement (and all amendments thereto), the Building Loan, the Guaranty, and the Credit Facility Amendment. These representations and warranties may be subject to limitations agreed between the parties, including being qualified by disclosures between the parties. The representations and warranties may have been made to allocate risks among the parties, including where the parties do not have complete knowledge of all facts, instead of establishing matters as facts. Furthermore, those representations and warranties may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Accordingly, investors and security holders should not rely on such
representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the real estate purchase agreement (and all amendments thereto), the Building Loan, the Guaranty, and the Credit Facility Amendment. Moreover, information concerning the subject matter of such representations and warranties may change after the date of these representations and warranties, which may or may not be fully reflected in the parties’ public disclosures.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the heading “Acquisition of San Antonio Facility” is incorporated herein by reference. The Acquisition was funded with proceeds from the Building Loan and an equity contribution of $15,600,000 from the Company to Harvest.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K under the headings “Building Loan” and “Amendment to Credit Facility” is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 19, 2026, XPEL issued a press release disclosing the transactions described above as well as its acquisition of a 75% interest in a manufacturing facility located in China.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. | Description |
10.1* | Loan Agreement, dated May 15, 2026, by and between Harvest Ventures Holding Company and PNC Bank, National Association |
10.2 | Term Note dated May 15, 2026, by Harvest Ventures Holding Company payable to the Order of PNC Bank, National Association |
10.3* | Guaranty Agreement, dated May 15, 2026, by XPEL, Inc. in favor of PNC Bank, National Association |
10.4* | Second Amendment to Credit Agreement, dated May 15, 2026, by and among XPEL, Inc., the Lenders party thereto and Wells Fargo Bank, National Association, as Administrative Agent |
10.5* | Standard Purchase and Sale Agreement, dated effective as of January 29, 2026, by and between SL Industrial, LP and XPEL, Inc. |
10.6* | First Amendment to Standard Purchase and Sale Agreement, dated effective as of March 4, 2026, by and between SL Industrial, LP and XPEL, Inc. |
10.7 | Assignment and Assumption Agreement, dated as of April 9, 2026, by and between XPEL, Inc. and Harvest Ventures Holding Company |
10.8 | Second Amendment to Standard Purchase and Sale Agreement, dated effective as of April 23, 2026, by and between SL Industrial, LP and Harvest Ventures Holding Company |
99.1 | Press Release dated May 19, 2026 |
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104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
* | The exhibits and schedules to these documents have been omitted from this filing pursuant to Item 601(b)(10) of Regulation S-K. The Company will furnish copies of such omitted exhibits and schedules to the Securities and Exchange Commission upon request. Descriptions of such exhibits and schedules are set forth in the documents. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| XPEL, Inc. |
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| Dated: May 20, 2026 | By: /s/ Barry R. Wood |
| Barry R. Wood |
| Senior Vice President and Chief Financial Officer |
Exhibit 99.1
XPEL Announces Approximately $110 Million Manufacturing and Supply Chain Investment, Including .Expansion of San Antonio Operations and Acquisition of Manufacturing Facility in China
SAN ANTONIO--May 19, 2026-- XPEL, Inc. (Nasdaq: XPEL) (the "Company"), a global provider of protective films and coatings, today announced two significant milestones in the execution of the manufacturing and supply chain investment strategy first outlined in November 2025. The Company expects to invest approximately $110 million in aggregate across these initiatives, including real estate, capital expenditures, and the acquisition of a manufacturing facility in China. The total investment falls within the previously communicated $75 million to $150 million investment range.
Expansion of San Antonio Operations
The Company has purchased a four-building site totaling approximately 435,000 square feet in San Antonio, Texas, in which the Company is a substantial tenant. This site will serve as the centerpiece of the Company’s North American manufacturing and operations footprint. The Company believes that acquiring a facility in which the Company already operates materially reduces execution risk and timelines, allowing the Company to scale without disruption to ongoing operations while maximizing prior capital investments made into facility.
Over the next 12 to 24 months, the Company plans to consolidate a separate leased operations facility into this building. Overall, the Company will occupy approximately 230,000 square feet of the total site.
The remainder of the site is currently leased to third parties, which provides the Company with significant flexibility and optionality for further expansion as future needs evolve.
This investment is intended to complement, and not replace, the Company’s existing supplier relationships, which remain an important part of the overall supply chain strategy.
Ryan Pape, President and Chief Executive Officer of XPEL, commented, "San Antonio has been XPEL's home for more than two decades, and we're proud to make a long-term commitment of this scale to our employees and to the city. This site gives us the space to consolidate, the room to grow our in-house manufacturing capabilities, and the flexibility to adapt as our needs evolve. It's the right footprint for the next phase of the business."
Acquisition of Manufacturing Facility in China
Separately, XPEL has acquired a manufacturing facility in China. The facility will support the Company's customers in China—where XPEL has invested significantly in its direct go-to-market presence in recent years, including the previously announced acquisition of the Company's Chinese aftermarket distributor in September 2025.
Pape continued, "Acquiring manufacturing capacity in China is a natural extension of the direct-market strategy we've executed across our key international markets. Having local production positions us to better serve the largest car market in the world."
Funding
The Company expects to fund the initiative through a combination of cash on hand, cash flow from operations and new financing associated with the real estate purchase. Apart from the real estate financing, the Company expects to fund the majority of the remaining investment from operating cash flow over the next two years.
The Company believes this funding approach preserves meaningful cash flow and debt capacity to continue to pursue other strategic initiatives or return cash to shareholders.
Reaffirmation of 2028 Margin Targets
These investments are consistent with the financial framework the Company communicated in November 2025. The Company remains committed to its goal of operating margins in the mid-20% range on a run-rate basis by the end of 2028
Excluding one-time costs associated with these transactions, the Company anticipates minimal impact to 2026 EPS from these initiatives as the incremental expense associated with the increased occupancy costs and buildout progression of its operations is expected to be mostly offset by the benefits and synergies from the acquisition of the China manufacturing facility. The Company anticipates beginning to recognize incremental margin contribution from these initiatives beginning in mid-2027.
Pape added, "The investments we are making — in San Antonio, in China, and across our supply chain — are designed to improve our agility and quality while increasing the rate of innovation and responsiveness to the varied needs of our global customer base.”
About XPEL, Inc.
XPEL is a leading provider of protective films and coatings, including paint protection film, surface protection film, window films, and ceramic coatings in the automotive, architectural, and marine industries. With a global footprint, a network of trained installers, and proprietary DAP software, XPEL is dedicated to exceeding customer expectations by providing high-quality products, leading customer service, expert technical support, and world-class training. XPEL, Inc. is publicly traded on Nasdaq under the symbol "XPEL". For more information, please visit www.xpel.com or investor.xpel.com.
Forward-Looking Statements
This release includes forward-looking statements (within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended) regarding, among other things, the Company's plans, strategies and prospects, both business and financial, including, without limitation, statements regarding the expected timing, cost, scope and benefits of the Company's planned expansion of its San Antonio operations and the acquisition and integration of its manufacturing facility in China; expectations regarding the Company's manufacturing and supply chain investments; the Company's expected sources of funding for these initiatives, including cash on hand, cash flow from operations, and additional debt; expectations regarding the Company's available cash flow and debt capacity to pursue share repurchases and tuck-in acquisitions; the Company's gross margin, operating margin, and other financial targets for 2028 and beyond; and the Company's continued use of third-party suppliers. These statements are based on the beliefs and assumptions of the Company's management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions or expectations. Actual results may differ materially from those indicated by these forward-looking statements as a result of a variety of factors, including those described in the Company's filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.
Contacts
XPEL, Inc.
Investor Relations
John Nesbett/Jennifer Belodeau
IMS Investor Relations
Phone: (203) 972-9200
Email: xpel@imsinvestorrelations.com
Media Contact
Steve Janisse
sjanisse@xpel.com
